David Rooney
About David Rooney
David Rooney, 66, has served as an independent director of Natural Grocers by Vitamin Cottage (NGVC) since August 5, 2020, and is Chair of the Audit Committee as well as the presiding director for executive sessions of non‑management directors . He retired from Deloitte & Touche LLP in 2020 after a 40‑year career, including roles as partner‑in‑charge of the Denver audit practice, Colorado consumer/industrial practice leader, and advisory partner, with deep expertise in accounting, finance, risk assessment, internal controls, corporate governance, M&A, and public offerings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner; Denver Audit Partner‑in‑Charge; Colorado Consumer & Industrial Practice Leader; Advisory Partner | 40‑year career; retired 2020 | Led audit practice; advised public/private companies on critical business issues; extensive experience in financial reporting, internal controls, risk, M&A, and offerings |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in NGVC’s proxy statements |
Board Governance
- Independence: The Board affirmed Rooney is independent under NYSE/SEC rules; he is one of three independent directors (Buffa, Cerkovnik, Rooney) on a seven‑member board in 2025 .
- Committee assignments: Audit Committee Chair; Audit Committee members are all independent; Rooney and Buffa are designated “audit committee financial experts” .
- Presiding director: NGVC has no Lead Independent Director; Rooney serves as presiding director at executive sessions of non‑management directors .
- Attendance & engagement: Board met five times in fiscal 2024; each director attended ≥75% of Board meetings; committees also had ≥75% attendance; Board held four executive sessions in fiscal 2024 .
- Controlled company: NGVC avails itself of the NYSE “controlled company” exemptions due to the Isely family’s >50% voting control and Stockholders Agreement; compensation committee is not fully independent and director nominations are handled by the full Board (no nominating committee) .
- Risk oversight: Audit Committee oversees risk (cybersecurity overseen by full Board); regular reporting and executive sessions used to address risks .
Fixed Compensation
| Fiscal Year | Base Annual Retainer ($) | Audit Chair Fee ($) | Committee Member Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 40,000 | 15,000 | — | 55,000 |
| 2023 | 40,000 | 15,000 | — | 55,000 |
Performance Compensation
| Grant Date | RSUs (#) | Grant Date Fair Value ($) | Vesting | Vesting Condition | Settlement |
|---|---|---|---|---|---|
| March 6, 2024 | 3,737 | 60,000 | March 6, 2025 | One‑year service; no performance metrics | Settled in common shares |
| March 1, 2023 | 5,535 | 60,000 | March 1, 2024 | One‑year service; no performance metrics | Settled in common shares |
- Director stock ownership guidelines: Independent directors must, within five years of initial election, hold NGVC equity (including vested/unvested RSUs) valued at 3× the annual cash retainer; no specific compliance status for Rooney is disclosed .
Other Directorships & Interlocks
| Entity | Relationship | Details |
|---|---|---|
| — | — | No related‑party transactions or external interlocks disclosed for Rooney. Independence affirmed after review of relationships and transactions . |
Expertise & Qualifications
- Audit committee financial expert; deep technical proficiency in public company financial reporting and internal control .
- Extensive risk, governance, and transaction experience from Deloitte (audit leadership, advisory across M&A and offerings) .
- Presiding director role enhances independent oversight during executive sessions .
Equity Ownership
| As‑of Date | Beneficial Ownership (Shares) | Breakdown | Shares Outstanding | Ownership % |
|---|---|---|---|---|
| Jan 13, 2025 | 18,832 | Includes 3,736 RSUs vesting within 60 days; implied 15,096 common shares | 22,931,226 | ~0.082% (18,832 ÷ 22,931,226) |
| Jan 16, 2024 | 15,096 | Includes 5,535 RSUs vesting within 60 days counted in beneficial ownership | 22,752,413 | ~0.066% (15,096 ÷ 22,752,413) |
- Pledging/Hedging: Filings state none of the shares shown for directors are pledged; NGVC’s Insider Trading Policy requires pre‑clearance for hedging transactions .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Form | Security | Transaction Type | Quantity | Resulting Holdings |
|---|---|---|---|---|---|---|
| Mar 7, 2025 | Mar 6, 2025 | 4 | Common stock | M – RSU conversion/settlement | 3,736 | 18,832 |
| Mar 4, 2022 | Mar 3, 2022 | 4 | RSUs | M – RSU conversion/settlement | −3,960 | — |
| Mar 4, 2022 | Mar 3, 2022 | 4 | Common stock | M – RSU conversion/settlement | +3,960 | 6,139 |
| Mar 10, 2021 | Mar 8, 2021 | 4 | RSUs | M – RSU conversion/settlement | −2,179 | — |
| Mar 10, 2021 | Mar 8, 2021 | 4 | Common stock | M – RSU conversion/settlement | +2,179 | 2,179 |
Governance Assessment
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Strengths
- Independent Audit Committee chaired by Rooney; Audit Committee financial experts designated (Rooney, Buffa) .
- Regular executive sessions with Rooney as presiding director; solid attendance and engagement metrics (≥75% attendance; four executive sessions in FY2024) .
- Clear related‑party transaction policy with Audit Committee approval and disclosure; no Rooney‑specific related‑party exposure disclosed .
-
Risks and RED FLAGS
- Controlled company status: Board is not majority independent; compensation committee includes executives; no nominating committee—elevated governance risk and potential for entrenchment .
- No Lead Independent Director despite family control; mitigated partially by Rooney’s presiding director role but still a structural gap .
- Director compensation is time‑based RSUs (no performance metrics), which can reduce at‑risk alignment versus performance‑conditioned equity; however, equity ownership guidelines (3× cash retainer) help alignment .
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Implications for investors
- Rooney’s audit and governance credentials strengthen financial oversight and risk control.
- Structural governance limitations from controlled company status warrant continued monitoring of committee independence, related‑party transactions, and board refreshment practices .
- Rooney’s modest direct ownership (~0.08%) aligns, but meaningful influence is limited relative to controlling shareholders; no pledging disclosed reduces alignment risk .